Leave Out All the Rest
by Komamura's son
Summary: In retaliation, the Aparoid Queen has created a deadly gas to dispose of all the meaningless resistance. At the same moment, an out of placed confession sets things back as well as losing many unforgettable friends. At this rate, will the cost of victory be worth it? Rated M for lots and lots of Character Deaths. (Assault AU)
1. Chapter 1: Fate Begins to Fade

**I have the biggest smile right now. Let me just start and say that the idea of this story is not mine. Audible Gasp! Well, it's actually my love's story plot and idea. I'm merely the messenger bringing you this story. (I have no idea why... But that messenger analogy brings me a sense of irony for whatever reason...) Anyways, I hope you guys all like what he has thought up. :D**

**Disclaimer: I technically don't even own the plot.**

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_"Foolish beings... Retribution... Punishment... I shall make you feel all of it!"_

All seemed quiet in the Lylat system at the moment, despite being in an all out war against the Aparoids. In fact, the stillness of space was beginning to unnerve him, years of being General had made him skeptical of any peace during invasions, especially on a scale as big as this.

_'We cannot rest when the Aparoids are still numerous in number...' _Pepper sighed as he began to remember that even the great mercenaries, Starfox, were having a bit of trouble keeping them back. He was nearing the end of his limits, the stress was beginning to affect his decisions. _'The more units I send, the more casualties we gain. I can't send them to their deaths... I need someone with skills that will be able to assist the Starfox team and not be a hindrance.'_

The decision wasn't one that needed a second thought, he knew of who to send in his entire army. General Pepper began to type away at the Comm Link and awaited for the image of his desired soldier to appear on the hologram.

"Bill Grey reporting, what are your orders General Pepper?" The famed leader of the husky and bulldog units stayed at full attention, his usual gaze being blocked by the visor of his helmet, shielding his green eyes from the world.

"Bill, I need you to leave your post at Katina in order to provide assistance to Fox McCloud and his team." Though through the hologram display Bill appeared to be remain stoic, but on the other end, his tail was beginning to bristle and his cheeks were beginning to flush with blood. He quickly dismissed all personal emotions and remembered that completing his mission has priority over petty feelings.

"I'll do what I can, sir. Should I bring in the uni-"

"No, I need you and only you to go, only you have the skills to survive against the Aparoids." The general interrupted him, soon briefing him on his reasoning.

"Alright, sir, I'll do my best and make sure that everyone comes out of this alive." With that said, the canine closed the channel, Pepper couldn't help but frown as a thought crossed his mind. _'I hope you uphold that promise then...'_

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Bill sighed as he prepped for launch, too many things plaguing his mind. Seeing Fox again would be nice, but he wished it was under different circumstances. _'Dammit, I don't need this, I have to focus or else I'll get killed.'_

The canine sighed as he pushed the throttle and took off, the stars in space being his only company at the moment, leaving him with his own thoughts. Bill couldn't help but wish he could take his units along, at least then he would be able to speak to someone and busy himself away from the inevitable. But alas, he was going solo and having to face things on his own.

"Stop stressing yourself about this Bill, you never let emotions get in the way!" He yelled at himself in hopes of setting things aside, but much like any other person would when speaking to themselves, he had to see things in a different light in order to settle it. "Yeah, gonna be hard doing that when you get nervous around him..."

At this point, the canine was getting frustrated with himself. Then he finally snapped out of it and slapped himself. _'We're at war, I can't be flustered when all of Lylat is depending on us!'_

Bill found himself accelerating at a faster rate, he always subconsciously flew faster when worked up. Though he felt that it was his way of saying, 'stop arguing with yourself and get your ass over there' to kick him in the right direction. He still knew he would have problems with trying to contain himself around the Starfox leader and old time friend, but when you have time to worry you have time to fight. And there's an armada of Aparoids waiting to get shot down. Problem solved!

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"I'm sorry, but I don't know what's wrong with them..." The medic trailed off before flinching at a punch thrown just above his right shoulder, causing him to stare in shock at the feared Wolf O'Donnel.

"I paid good money to find out what's wrong with them, and you're telling me you have no idea!" The mercenary was beyond being royally pissed off, only during emergencies does he ever go as far as paying the highest prices for the highest works, now he was being told that not even at an expensive price range can doctors find any ailment wrong with his team.

"I'm sorry, Mr. O'Donnel, but we don't know what could have caused this-" The medical professional never got to finish his sentence when he felt Wolf grip the collar of his coat and his feet left the ground.

"I already know what caused it, just tell me what to do to cure it!" He glared at the doctor, before glancing over at the beds, seeing the still bodies of his longtime partner-in-crime Leon and the only criminal he found worthy to take the role of being in Star Wolf, Panther.

"If y-you already knew what caused there comas, then please tell me, it will make diagnosing this disease easier." Wolf growled yet proceeded to put the doctor down and crossed his arms, recounting the events that lead to this.

"About 72 hours ago, we were attacked by those Aparoids, but they were different from the ones we already fought before, they had strange vials attached to them..." Before he could continue on with the tale of the incident, the doctor began to back away from him just as he was going to add his own two bits.

"I'm apologize, but our medical field knows nothing about the Aparoids, we can't possibly create a cure when we know too little about them, let alone discovere how they managed to do this." He gestured to the motionless bodies, their heart monitors keeping a steady beat.

"Then tell me who can help me!" Wolf shouted, frustration causing him even more stress which could only be resolved at the moment through verbal abuse and force.

"T-The Cornerian Defense Force! They've been doing research on the Aparoids since this invasion began, if anyone in Lylat can bring light to the situation, it's them." The doctor feared what the mercenary might have done had he not spilled that information. He was sure that Wolf was holding himself back in his anger, which if he was, he was thankful that he was left physically unharmed.

"Thanks, now if you'll excuse me, I need to make a call." The lupine left the room and quickly made his way to the rooftop where he had left his Wolfen. Using the Comm Link, he began to patch his way through to the communications of the CDF. Eventually what looked to be a professor appeared on the screen.

"State your name and your business for calling us." Frankly Wolf hated having to go through such formalities, but dire times cause the unthinkable to happen.

"This is the leader of Star Wolf, Wolf O'Donnel, I'm here to discuss some new information on the Aparoids." The professor's brow furrowed upon mention of his name, yet his ears were kept open to what the infamous mercenary had to say.

"Go on."

"There seems to be a new type of Aparoid, it appears be like the Moth types only with large vials on their backs, in no way does this type have any self-preservation tactics, in fact, I'm pretty sure it's supposed to be like a Kamikaze." When Wolf began the description, the professor's eyes widened. It went unnoticed at the moment and the lupine continued his explanation. "They tried to attached themselves onto our ships, I managed to evade but my partners weren't quick enough. These Aparoids exploded while they hung onto them. They're bodies didn't have any major wounds, just bruises and a few scrapes, but they're in comas."

"Anything else you want to add?" From his words he sounded disinterested and skeptical, yet just from the concern in his eyes, Wolf could tell he had already sealed the deal.

"Yeah, they've been in comas for three days now, what's even worse is that the doctors say their heart beats are slowing down, and yet they know nothing on how to reverse it. If you guys can find a cure, I'm willing to fund the whole thing." By now the professor's eyes were bulging out of his skull. No one ever expected The Wolf O'Donnel to be this generous.

"Right... We'll send a few scientist to your location, can we get your location?"

"I'm at the capital city of Corneria at the St. Elimine Hospital." Wolf stated back to him, grinning slightly at the small speck of hope for the survival of his teammates.

"They'll be there shortly." The lupine nodded and closed the call, relaxing himself in the cockpit yet mind wandering to thoughts regarding the fate of his teammate. _'Poor Leon is only get half of his dying wish... If he doesn't make it that is.'_

His memories flooded back to when the chameleon. The psychotic reptilian always had a thing for bloody deaths and such, even going as far as to wish he could have the most bloodiest yet painless death as possible. Wolf let a small chuckle escape his throat as Leon's exact words rang through his head. _"I want to go out in the most bloodiest end ever, but to have it be as painless as it can be, I don't like ouchies."_

It was clear as a bell that Leon wasn't right in the head, but that's what made him all the more better pilot than the rest. From what he could remember about the chameleon, he had a sadistic sense of humor along with a slow realization of his pain and grief. Never having time to actually feel sorry for others or himself. Which truly made him a great mercenary, never stopping to think about what they have done or who they have killed.

"I'm gonna miss ya buddy..."

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**Aaaaaaaand that is all for this intro chapter. I honestly love writing this so much. And I just hope you all love it. Seriously, I cannot tell you how bright my smile is writing all this. Anyways, hope you enjoy this story.**


	2. Chapter 2: Reunion

***bright cheery smile* Next chapter, and this story will be updated weekly. I usually don't set deadlines for myself, but I'll make an exception for this story. :D And for once, I will do my best to meet those deadlines. Anyways, second chapter.**

**Disclaimer: I don't deserve the praise for something I did not come up with.**

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"Crap, they're everywhere!" The avian shouted as he gazed at the incoming enemy fleet. Before he could dive into the action and recklessly diminish a small number of the armada, alternative orders came on the HUD from the leader.

"Falco, don't be stupid, just fall back to the Great Fox and we'll try using it's main cannons to take them out." Fox commanded, though he felt that the bird would still try a risky move without his consent. "Do you all copy, return the Great Fox for the moment, they're too plentiful in numbers to take out with our Arwings."

The vulpine ordered his other teammates to fall back. He stared out at the small moving figures in space, shivering at how many outnumbered him and his team. Outnumbered but not outmatched.

"Sorry to break the news, but the Great Fox only has enough energy for a single three round burst." Though he was never the one to be the bearer of bad news, Peppy needed to share that info with the others in order to strategize properly. "Our best option is to gather them all in the line of fire in order to take out as many Aparoids as we can."

"That's a great plan, but the scanners are counting numbers reaching over 600." Fox held his chin in thought, with only four fighters, it would be difficult to try and stay safe while leading on the enemy into a trap. As then again, he could ask for the hare to join in the fray as well, but he did not want to risk losing the closest thing he had to a father. _'Things are not looking up for us, we're going to need a miracle to pull this off.'_

"Incoming transmission from a nearby Cornerian Fighter." The others perked up from the thought of backup coming in.

"Is it just one fighter, or a whole unit?" Slippy's voice rang in, curious of the new ally.

"I only sense one humane thought pattern aside from our own." The blue vixen stared off in the opposite direction of the incoming enemy, squinting at the sight of said Cornerian Fighter.

"Patch me through, ROB, I think we found our Gradus Ex Machina." The vulpine waited in anticipation, every second wasted in silence doing a number on his mental patience. Eventually, Fox was met with a familiar sight he never expected seeing. "Bill!?"

"No time for catching up, Fox, we got something else to take care of, just fill me in on your plan and I'll try my best." The canine remained serious, trying his best to end the conversation quickly to get started with the subject at hand. The vulpine nodded and began to brief his old friend on the plan.

"Basically, we're going to lure the Aparoids into a small condensed group and fire at them with the Great Fox's main cannons, afterwards, can take down the stragglers that still remain."

"Right, I'll do my best to help out." Bill nodded in agreement and abruptly ended the call, leaving Fox a bit confused but nonetheless ready to put the plan into action.

"Alright team, try and gather as much Aparoids on your tails to herd them all in one spot, Peppy will fire at them once they're compacted together, any survivors are fair game." Fox alerted the others to the plan, watching as the others took off towards the enemy fleet. Before he could take off as well, the sight of the familiar green Cornerian Fighter flashed by in an instant. The vulpine grinned a bit from getting the chance to fly with an old friend again, but he couldn't sit back and watch his friends risk their lives. Fox soon wiped the stupid smile on his face and prepped himself for the tedious upcoming task.

"Let's do this." pushing forward on the controls, the young vulpine watched as his targets became larger on screen. In the corner of his eyes, he could already see the others managing to stay out of the grip of the Aparoids.

_'Even if one of us gets hit once, it'll still be enough to slow us down for them to overwhelm us with their numbers... Was it really a good idea to do this when there is no room for error?' _Reaffirming his grip on the controls, Fox began to doubt himself. But as team leader of Lylat's only hope for surviving the Aparoid Invasion, he could not afford these doubts and unease. After realizing that his thoughts nearly ate away the time, the vulpine engaged the boost while executing a slight curved loop.

Already seeing a few hundred Aparoids following his trail. Taking a glance at the others' progress, he could see that his team was doing well so far. Checking his back again, he found that the numbers of his followers were beginning to increase exponentially. _'That should be enough.'_

"Alright, time to get in formation, but be ready to split on Peppy's count." He could already imagine the determined expressions on their faces as they each agreed and flown closer together.

"They seem to be falling for it so far." The blue vixen's voice rang in, adding reassurance to the others. Yet the amphibian made the mistake of glancing at back at the horde of Aparoids.

"Wah! They're so many following us!" Falco sighed but found that his cocky attitude can help calm down Slippy.

"Don't worry about it, Slip, nothin' is gonna take us down." After everyone heard a deep breath over the Comm Link, they all guessed that Slippy was beginning to calm down.

"Alright, firing in 3... 2... 1 FIRE!" The main cannons fired off at the Aparoid horde as well as Starfox, the group counting down the seconds to evade just before the fire will make contact to ensure that their followers will get caught in the blast. In a matter of a split second, the Arwings and Cornerian Fighter each performed a U-Turn in different directions.

The three round burst colliding with the horde sent bright flashes of explosions in the vacuum of space. Each one could see the bright light from their cockpits. After the light dimmed down and their eyes were adjusted to the regular lighting of the stars, the Starfox team stared in amazement as the whole army that was the Aparoids were diminished to smoke and ash.

"We took them all down...?" Fox managed to breathe out, unsure if he was dreaming or actually witnessing this. "Alright then, everyone back to the Great Fox, and I mean you too Bill, now we can get introductions out of the way." The vulpine looked over at the other Arwings and spotted the speck of green in the distance. Smiling as he was glad that everyone managed to get out of this stunt unscathed.

_'Dammit, I was really hoping for a longer fight...'_ The canine sighed and put on a his usual façade. "Sounds great, buddy, can't wait to see ya there." After closing off his channel abruptly again, Bill leaned back into his seat and scratched one of his ears. _'Don't let him see you acting strange, don't act too friendly, don't act too distant... Just act normal... Normal, yeah that's the perfect word for this.'_

The canine sighed deeply before watching the Great Fox come closer into view. The other Arwings docking inside before him, for whatever reason, he felt that he would be rude if he entered first. Like he needed to be properly invited in.

"What are you waiting for, Bill?" The vulpine called out to him on the Comm Link again, snapping the canine out his daze.

"Sorry, I'm coming." He mentally scolded himself as he pulled into the docking bay. _'So much for acting normal.'_

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Back at Cornerian, the lupine swore under his breath as stared up at the skies. To the average eye, it would seem as if a child had accidentally let go of a group of balloons that soared to the sky. Yet thanks to his bionic eye having various sights and scopes, he was able to see those 'balloons' for what they really are.

"Dammit, don't you fucking Aparoids know when to quit?" Wolf could only prep for launch as continued to curse the Aparoids. The second he was in the air, the mercenary began to glare a hole through the sky trying to assess the situation. They were the very same type that placed his team in comas, but for some reason they appeared smaller than the ones he had encountered last time. "Time to get some well deserved revenge for my friends!"

Wasting no time, the lupine activated the boost and immediately fired at the Aparoids. Wolf performed a evasive roll to avoid the first fallen enemy, firing again at the others. As soon as his sensors alerted him to a straggler tailing him, the lupine dove down towards the surface of Corneria, pulling up at the last second and laughing as the Aparoid collided with the ground.

Wolf sighed as his bit of fun was interrupted when he was alerted of another follower. "Ugh, just die already." The lupine grumbled to himself, he was finding the parasites to be even more than a pest than they already were. The mercenary pulled his Wolfen into a loop in order to switch the roles of this cat and mouse game, leaving no moment of hesitation when he fired at the Aparoid.

After the small little side distraction, Wolf sighed as a transmission was coming in.

"This is Wolf, what do you want?" He couldn't help but answer in an annoyed tone, even after getting a bit of revenge you still feel dissatisfied and still pissed.

"We're from the Conerian Defense Force, currently at St. Elimine Hospital. We were expecting to find you inside, but did something come up?" Wolf rubbed his forehead at the clichéd irony. _'Of course they arrived during the time I'm wasting pests.'_

"Sorry, I got a little caught up in a fight, I'll be there in a bit..." The lupine glanced down at some of the smoldering remains of the Aparoids. "I'm also going to bring you guys a specimen of the new type of Aparoid I encountered... Sorry to say that it's a bit blown up."

"That's wonderful, having only bits and pieces can immensely help in our research." Although he was getting a bit ahead of himself, the mercenary couldn't help but ask about the status of his teammates.

"By the way, have you already run tests on Leon and Panther?" _'Why am I even asking, it's not like they suddenly woke up in the thirty or so minutes I've been gone.' _He shook his hopes off and prepared himself for the worst.

"We haven't done that much readings, but to add on to what the medical doctors have told us, it's not just they're hearts that are slowing down." The lupine's ears twitched at the suspense, he was close to begging for him to continue the explanation. But Wolf O'Donnel will not beg for anyone. "Every body function is slowing down in pace, their nervous system is even slow to responding to pain, their mental states seem to fade as well, long before their hearts stop, they won't even have a conscious to feel remorse for their death."

"So you're telling me that they won't even feel when they die? Physically and mentally?" By now, Wolf's jaw had hit the ground. Whatever poison these Aparoids were lacing themselves with, it's power was beyond imaginable.

"Correct, but so far, I'd say your teammates are only at the point of losing their sense of feeling pain." The mercenary's eye flashed over, a thought passing by and soon a whole plan.

"Alright, I'm coming by, though here's a bit of a head's up." Wolf closed his eye and lowered his head. "If you're going to run more tests on Leon, I suggest to get it over with now, after I get back, I'm taking his body."

"Mr. O'Donnel, are you sure? That would only leave us with one afflicted patient to examine." Upon mention of the end result, the lupine glared at the image of the scientist, his stare sending daggers even through his portrayal on the screen. "I apologize for speaking out of line, of course you have your reasons as well, and we can't deny you when you are funding everything."

Having had enough of the conversation, Wolf closed the channel and made his way to the destroyed Aparoid.

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**Wow, this actually getting easier to write for. The words just flow out like a hot knife through watermelon... Wait, that doesn't sound right... Whatever, you get what I mean. Anyways, hope you guys enjoyed the chapter.**


	3. Chapter 3: Story of Our Past

**Fuck getting sick, hate having to stay home and do nothing... But might as well do something productive from it. So here's this weeks chapter.**

**Disclaimer: I only own the words I decided to use to describe these events.**

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Rewinding time was beginning to sound like a great idea to the canine. But unfortunately in a star system as advanced as theirs, no one can become God and fix mistakes in the past before the problem ever occurred. All that is done cannot be reversed, leaving all sorrow, joy, and regret to be left woven in the fabric of time and space. No one in the world has everything go in their favor, bad times are inevitable, no matter how much we try to avoid them. Some tragedy will reach you eventually. _'But will this end in pain filled smiles or tearful eyes?'_

Bill felt his mind wander again, thinking much about how the world seems to be putting him in tough positions. He hadn't realized that he was now face to face with Fox. Bill was caught off guard to the point that his reaction was delayed.

"Are you sure you're alright, you've been silent for a while now." The vulpine asked, waiting for a reaction from the canine. The Cornerian soldier shook his head, both to reassure the Starfox leader as well as stop his thoughts.

"Just a little shocked that that plan worked earlier." It wasn't a complete lie, there was some truth to it, and yet he still hid the real reason. With his head cleared a bit, the canine became more aware of the situation at hand. Their current setting of the launch hold was not the best place to discuss this kind of thing. "Maybe we should take this conversation elsewhere?"

The vulpine nodded in agreement and began to make his way towards the corridor of the Great Fox. "I'll meet you at the head of the ship, but at the moment I got something to do." Fox focused his gaze to the side and caught the glimpse of the blue vixen. "Krystal, if it's not too much trouble, show Bill around."

"Not at all Fox, it's always great to meet an old friend of yours." She gave the leader a smile which was quickly returned from him just as warm. The canine felt his blood turned cold, he thought he was ready for this outcome, yet clearly he was still affected by it. "Bill Grey I presume?"

"Uh, yeah... Krystal, right?" The canine scratched the back of his neck, suddenly feeling that his helmet was a bit heavy. The vixen nodded towards him, soon signaling him to follow her lead. Bill couldn't help but comply like the obedient dog he was, trailing just on her heels and paying close attention to what door led to which room. Though his mind was wrapped around plenty of other things, he couldn't help but realize that this was the first he ever set foot on the Great Fox.

"So Bill, I'm curious, how did you and Fox meet?" Krystal stopped abruptly and turned to face the canine. Bill rolled his shoulders and sighed.

"It's a really long story, do you really want to sit through it?" The blue vixen smiled and responded with enthusiasm.

"I don't mind at all, I'm always interested in stories." With the subject at hand, Bill felt it was best to remove his helmet and give the vixen his full expression for this tale. After freeing his head from the gear, the canine ran a hand through his headfur and felt the chill to his exposed head relieve a bit of stress.

"We met way back when we were just little pups."

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"Are you sure you want to do this?" A scientist turned away from the 'monstrosity', as all ethics were calling it, to ask the lupine if he was sure about this situation. "This goes against... Well everything! Who in their sane mind would want this to happen!?" The scientist screamed out the question, finding that strapping a comatose person onto several explosives waiting to be remotely detonated from a safe distance away.

Wolf gave the scientist a stern glare, with all the chaos going on putting already enough weight on his shoulders, he was not going to tolerate getting an earful on morals from a scientist. "Either can it, or I'll shove my fist down your throat. As a researcher, you conduct experiments all the time. With organisms, you cut them up and observe their insides as well as take samples. Now you're telling me that I'm bad because I'm giving a good friend a dying wish!"

The man of research flinched back and immediately covered his vitals. Fearing that the outburst would follow up with a jab to the gut or right hook across his muzzle. "If you don't like what I'm doing, then leave. I'm giving Leon what he wants, that's it." With that said, the scientist collected what little courage he had left the field that was acting as their blast zone.

With him gone, the mercenary stared off at the masterpiece he created. The lupine sighed as he made his way to the motionless body, giving his close teammate a nod before turning away. Each step being filled with regret and getting worse with every count. After being a far enough distance away from the blast zone, the lupine clutched the detonation button and sighed as he looked upon Leon's body.

He felt hesitation suddenly overwhelm his actions, stopping him from pressing the button and giving the cold blooded reptile his well deserved wish. _'C'mon, you killed plenty of people before this, it's as simple as pushing a fucking button!'_

Wolf gritted his teeth from frustration at his own guilty conscious, feeling sudden remorse and disgust for this deed. "The hell with this!" He shouted as he tossed the button towards the ground, the detonation triggering and causing a slight tremor at Wolf's current location. Having been taken by surprise, all that was left for the mercenary to see was the blood staining the ground along with debris from the explosives, some debris even being bits and pieces of his former teammate.

The foul stench of war began to fill his nostrils, leaving an all too familiar taste in his mouth. Though as a mercenary, he had grown accustomed to all these sensory details, there was only one thing that caused it to affect Wolf. The fact that the one killed was someone who had been by his side for years now. And yet he had no time to get choked up by emotions.

"I swear Leon, I'll make sure you didn't die in vain..." With the burden weighing down on his shoulders, the lupine found it to be a bit difficult to think clearly. Though the burden even affected his motor skills, finding himself tripping over some of the smallest things, even having difficulty in hoping back into his Wolfen.

After settling into the cockpit, the mercenary knocked his head back and sighed deeply. Taking a moment to absorb everything and trying to gather what was left of his mental state. Several minutes burned away before he gripped the controls and took off, his thoughts returning as he stared at the clear skies. _'No one should suffer through this... The Hell with pay, I need to eliminate those pieces of shit!' _Having his own little moment, the lupine felt his anger peak yet again, his blood pressure soaring way too high and way too many times for one day.

Having build up hatred towards the Aparoids, which added with the annoyance he held towards them before caused the numbers to skyrocket, Wolf began to think out his approach. Fumbling for the Comm Link, the lupine grumbled as he began to hesitate even considering this tactic.

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**Flashback**

It was back the morning of a rainy day in Corneria when the canine and vulpine had first met. The famed Mercenary, James McCloud was moving into a finer home with his family, his son being nervous for having to adjust to the new setting. And the downpour wasn't exactly setting the mood for him.

Call it symbolism or just bad luck, but the young Fox just found no appeal to the new home in this kind of weather and atmosphere.

The house was less vacant than it had been, furniture had already been moved in and only awaited for the occupants to settle down on them. Despite the welcoming appearance, the young vulpine didn't have any excitement to give. He just felt empty at the moment.

James had even caught wind of the emotionless expression his son had, the mercenary felt it was his duty to find a way to cheer his son up. Taking an umbrella in hand. James left his new home to go by the neighbors, introduce himself, and to hopefully have found a child around his own pup's age to play with. Eventually he stumbled upon the Grey household just across the street and managed to get the parents to agree and let Bill meet the new kid on the block.

"Fox is a nice boy, I'm sure you'll like him, Bill." The older vulpine assured the young canine. Bill however wasn't sure about meeting the boy, just from being by his father was unnerving him and he was afraid that his son would have the same effect on him.

After closing the door behind them, James directed the young pup to Fox's bedroom. The little boy sitting on the window sill and staring up at the clouds as well as the precipitation that rolled down the glass.

"Fox, I figured you could someone to keep you company, so I talked with everyone around the neighborhood and found a nice boy named Bill for you to play with." James stated rather quickly, Fox looked at the doorway for a moment to see the canine standing there to the side of his father, demeanor appearing a bit awkward and nervous.

"Ok.." The young pup stared back into the dark clouds, unintentionally hurting Bill's feelings with the lack of interest.

"I'll leave you two alone to play." Although the young canine was intimidated by James, he couldn't help but fear that the worse would come if he left. But the adult left the room, not even the sound of the door shutting could break their painful and awkward silence.

"Hey... Uh, my name is Bill." The canine spoke out, yet stayed where he was at, fearing to make a sudden movement.

"I'm Fox." He replied bluntly, still keeping a firm gaze with the outside world. The young canine couldn't help but want to try and change the expression on the young vulpine's face, shocking himself with the little push he needed.

"So why are you just staring outside?" Fox turned to face Bill, it was as if the canine asked a question that shouldn't have needed an explanation.

"It's raining..."

"So?" The canine urged the vulpine to elaborate on his actions.

"... I'm waiting for the rain to stop and for the clouds to clear, I want to see the sky." Bill tilted his head to the side and stared at Fox with a questionable grin, the young vulpine finally breaking his gaze outside and looking at the other boy with clear green eyes.

"Why do you want to see the sky so much?" Bill asked, still a bit fuzzy on the reasoning.

"Because I want to imagine flying in them."

* * *

"So Fox has always had an affinity to flying even as a young boy?" The blue vixen asked, having been paying close attention to the entire tale. Bill nodded and stared down at his uniform.

"Yeah, and he rubbed off on me, I wanted to become a pilot and fly alongside him. We even joined the Academy together and tried to outmaneuver the other. The rest is just history and you know where Fox ended up." He hadn't realized it at the moment, but speaking about the past brought a small smile to the canine, unconsciously giving him a bit of rest and ease.

"Thank you for the great tale, Bill." The two hadn't realized it, but while the story was being told as they walked throughout the Great Fox, they eventually made it to their destination at the head of the ship. Both casually walking in as Fox held his forehead from the transmission he had just received.

"This is bad..."

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**Slight cliffhanger...? I dunno, I can't tell when I'm too busy trying not to cough. Ugh... I'm just gonna go wallow in the corner while you hopefully have enjoyed reading the chapter.**


	4. Chapter 4: A Veteran's Peace

**Dammit, why must a lot of characters die at the end of Final Fantasy games (just beat XIII-2) ... Speaking of death, the canon character death count has been made. And I shall have the counter up above the disclaimer and refreshed at the end of the chapter. Just for my own entertainment... In a nutshell, which is my way of saying it in a really messed up way concerning the topic, just for shits and giggles. Now on to the chapter!**

**Death Count: 2 (Panther is as good as dead too)**

**Disclaimer: Only idea I own is the Death Count. Story plot by someone I love.**

* * *

"Fox, what's wrong?" The blue vixen rushed to his side, being overwhelmed by a feeling of great emotional stress he was under. The vulpine sighed and felt Krystal's hand caress his own, a small bit of comfort allowed him to share the details of the previous transmission.

"I just got word from the CDF... Before I continue, can you go out and find Slippy?" The vixen nodded and rushed out into the halls to locate the amphibian. Leaving the canine with Fox, as well as ROB and the old hare, yet both of the latter seemed to be busy looking through scans at the moment. Bill felt awkward just standing around while his childhood friend tried to ease his mental state of mind. It began to worry him when Fox even made eye contact with him but stayed silent and returned back to his thoughts.

Bill couldn't help but feel conflicted about the situation, he wanted to keep his distance away from Fox and hope his behavior isn't noticed, but seeing him under so much stress was beginning to eat at his better judgment. Now he was wanting to comfort him, give him a feeling of security, better than what he saw the vixen give him earlier. Being torn between being a good friend and separating personal feelings was beginning to irritate him easily. Though he was indecisive at the moment, his body began to move on it's own and against his own free will.

Before he knew it, his hand was placed on the vulpine's shoulder, giving him a light squeeze with an added rub. Both shades of green met before a smile was flashed up at the canine.

"Even when you're tearing at the seems, or falling to your knees, just remember it shows that you're trying to move ahead." Even Bill himself couldn't believe the poetry that had flowed out of his mouth. But the impulsive words and actions seemed to hit home plate as his old friend got up, the atmosphere around already exuding a more positive air.

"Thanks for that Bill... I so any reason as to why you're here and without your units?" The Starfox leader asked, the canine managed to answer as honestly as he could.

"General Pepper sent me, reason I came without backup was that he wanted fewer casualties, needed someone that would match the skills of your team and won't be a hindrance." Bill felt a bit proud remembering how he had helped in the last few minutes. Proving that he was a good candidate for the assistance.

"I'll have to thank Pepper sometime, we need all the firepower we can get." Fox turned his head to the doorway just in time to find his avian friend to walk in. "Falco, have you seen Slippy?"

"I passed by him on the way over here, shouldn't take him that long to get here." Falco crossed his arms and waiting by the doorway, impatiently tapping his foot as he counted the seconds. Sighing deeply when he heard the loud stomps of feet echoing through the corridor.

"I'm here, sorry I took so long!" The amphibian apologized as he caught his breath. Fox let it slide and waited for Slippy to catch his breath and regain his composure, he needed to be ready to hear the news. "So what did you want to tell me?" He asked as the blue vixen walked by his side and stared at Fox with concern. Already feeling the unease that was soon to come.

"I just got a Transmission from the Cornerian Defense Force, after a small attack from the Aparoids... You're father has been injured." All could see the emotion drain from the amphibian's face from the news, it pained the vulpine that he had yet to say the worse. "As if his wounds weren't enough, they've told us that Beltino is in a coma."

"W-What..." Slippy could only stutter before feeling tears prick at the corner of his eyes.

"At first I was confident he would be fine under the care of medical officials, until I got contact with Wolf shortly afte-" Before Fox could continue, the avian interrupted him.

"And what's Star Wolf have to do with this?" Fox could only shake his head as the message replayed in his head.

"Wolf told me about the Aparoids. They're changing in retaliation to our resistance, and part of that change is... Something that manages to stop the body's functions and causing death in a matter of days." In response to the news, Slippy took a step back away from the door, the next step he took caused himself to fall flat on his hind. Before any could react to help, the amphibian rushed down the corridor, everyone wincing from the sobs they heard.

"Dammit Slippy..." Heads turned from the swear coming from the elder hare. Soon leaving his station and going after the tearful mechanic. The others understanding that if anyone could bring him back, it was Peppy.

* * *

"Son of a bitch..." The lupine swore as he scanned the enemy contacts, numbers reaching well into the triple digits. The worse part being that the swarm was blocking the way to his destination, and he was not going to take a detour. "Eh whatever, bring it on you worthless piles of garbage!"

Wolf grinned, feeling a bit more blood thirsty at the moment. Although he felt drained from having to sendoff Leon in an explosive end, but having to deal with that was giving him more purpose to fight against the Aparoids. Seeing how clustered most of them were, the lupine fired blindly into the crowd, watching as the counter grew larger in number for every laser fire barrage he unleashed.

After finding that he was discovered and being targeted, Wolf evaded countless fires and attempted latching only to have the numbers dissolve from a large bomb.

He cockiness soon got the better of him as he found that the swarm was beginning to have him cornered near every angle. "Whatever, pick a god and pray, bastards!" The lupine shouted as he threw every offensive tactic to make room for evasive maneuvers. There was little room for error in his evasions as he began to noticed that the Aparoids were beginning to get more accurate and precise with their attacks each passing second.

Eventually the heat was too much and the Wolfen was struck, the one mishap leading to an unforgivable amount of damage. Enough done to bring his weapons off line. "Great, just what I need..."

* * *

The Hare huffed and swore under his breath as he began to realize where the amphibian was heading towards. He had never thought that he was under so much pain to want to exact revenge. Peppy sprinted as fast as he could, but just as he feared, he only made it in the launch bay just in time to see the Arwing fly off into space.

The elder rabbit cursed under his breath and found himself leaping into the nearest ship and taking off after the emotionally unstable frog. Although at the moment he needed to be serious and bring back the team's genius, he couldn't help but smile from getting back into the cockpit. The elder hare opened the channel and immediately began to scold the amphibian.

"Slippy, you need to calm down and return to the Great Fox, you'll get yourself killed if you try fighting those pests alone!" Peppy could clearly see the redness in his eyes when his image appeared on the HUD. The only response the frog could give were muffled sobbing. It was beginning to get to Peppy, it was starting to hurt to see Slippy in such a saddened state. Before he could apologize for the raise of his voice, the radar alerted him that Slippy was heading into a swarm of Aparoids. "Looks like we're in a pinch now..."

He sighed deeply before activating the boost and accelerated at a faster rate, already formulating a battle strategy against the enemy. He took another look at the radar and was shocked to find that aside from Slippy, another was fighting against all odds and the pests. _'At least we're not alone in this fight, let see if this old dog still knows a few tricks.'_

The elder hare felt his blood pump at a faster rate, which reached limits when he entered the fray and began to actively fight. His old habits kicking in, evading, rolling, and precise firing where left in the hare's wake. Looking over his shoulder occasionally to find that Slippy was performing just as great as he was. Though he was shocked to see the other fighter was a Wolfen. Memory of the early message for Fox lead him to believe that it's pilot was none other than Wolf. Just to confirm his hypothesis, Peppy once again opened his channel to chat with it's pilot, just as he expected Wolf was glaring right at him.

"Great, I need backup and I get Starfox's senile old man." The lupine grumbled, which led to a quick scolding.

"Better watch that tongue of yours Wolf, scanners are telling me your lasers are offline at the moment, you need me and Slip to get through this." Wolf sighed as he was stuck as the defenseless target, even more annoyed by his saviors being the least favorite crew members. He would much prefer having Fox or possibly even Falco save him, at least he could mute the bird and know he'll do the job right.

"Fine, I'll help play Bait and Switch for you guys, it'll be my only use..." He sighed at the last part, hating his role. Wanting to end the conversation and preserve some of his own pride. After closing the connection with the former Star Wolf leader, the elder hare briefed the plan with the amphibian, noticing that the tears were less in numbers and finding a determined face instead.

Minutes were spent chipping away at the numbers of the Aparoids. A proud smirk forming on Peppy's face from seeing that he was still a great pilot as he used to be. Even noticing from a few given commands that Slippy was beginning to let go of sadness and exchange it for courage to fight.

"Oh no, Slippy watch out!" The rabbit called out yet his body acted on the controls. From the corner of his eyes, he saw something coming towards Slippy's Arwing. Not taking any chances, Peppy took his own ship to shove the other's out of the way. Taking the impact of a kamikaze Aparoid. Both the Amphibian and lupine stared in utter shock as the force force of impact caused the glass of the cockpit to shatter, with the added effect of the explosion. Neither wanted to believe it, but all the events assured that survival was inevitably doubtful. Even with the Aparoids still attacking them at the moment, the two couldn't help but stay stagnant. Amidst the war, a moment of silence was needed for a fallen veteran.

* * *

**Death Count: 4**

**I'm going to be honest... Those deaths made me sad. I'm shocked that I wasn't pouring tears on my keyboard. But anyways, hope you guys still enjoyed the chapter and... I don't know why the hell I'm doing this but... I guess I can't help but feel bad and want to do a bit of right.**

** Rest In Peace Peppy.**


	5. Chapter 5: Giving Comfort to Loved Ones

**Forgive me if this chapter seems, off in a way... Running on fumes here, I don't mean inspiration, I mean by how much sleep I've been getting. Worse hours I've gotten so far... Anyways, still feel horrible after killing Peppy. Enjoy the chapter.**

**Death Count: 4**

**Disclaimer: I'm too emotionally drained to give a fuck.**

* * *

"Peppy..." The amphibian kept repeating the hare's name to himself, the tears he had just tamed were beginning to flood back. As much as he wanted to break down, he couldn't sit and cry while the enemy was on his tail.

"Slippy!" The lupine shouted through the Comm Link, hoping that his next few words will at least prolong their end. "If you don't pull it together, you'll end up just like him, now would the old man want that!?"

Wolf couldn't get a read on his face, only getting a view of his hat. Slippy feeling unbearable grief and yet reaffirming the grip on reality and controls.

"No, he wouldn't! I gotta live, for Peppy and Dad!" Though the lupine expected to see the Arwing head towards the direction of where he expected the Great Fox to be, he watched in wonder it pulled a U-Turn instead. The rest seemed to be a complete blur as he watched the number of Aparoids deplete until nothing was left following them. _'Holy shit... Never know what a cornered animal is capable of doing until it's too late.'_

Despite the very fact that the invasion had taken it's share of soldiers and loved ones, the lupine couldn't tell if it was weakening everyone or making them stronger. It was strange how much war could change a person, you either come out of one as a paranoid fighter or a toughened out hero.

Curious about how the amphibian was holding up, Wolf began to check the shields on his Arwing, surprised that Slippy was managing with only 30 percent. "Ey, Slippy, how are you feeling?"

He heard a deep breath come from the audio, the silence that dragged on afterwards being a bit unbearable with anticipation. "I think I'll be fine." Looking at the screen, Wolf could see a somewhat blank expression, save for a sharper glint in his eyes. "We shouldn't talk right now, don't know when reinforcements will come back."

Though he had a point, Wolf knew better and that the true intent was to avoid speaking about it at all. The lupine stared back at the wreckage they had caused and cringe upon seeing the scrap of the Arwing. The two hesitating to look back as they returned to Great Fox.

* * *

"ROB, are Slippy and Peppy on their way back?" The vulpine was beginning to worry deeply about his friend's wellbeing.

"Scanners show that an Arwing and Wolfen are preparing to board the Great Fox." The monotonous voice of the robot caused Fox to jump, wondering where the other Arwing was. Cursing his hasty intrigue, Fox left the room completely in order to verify who was piloting the Arwing and who did not come back.

The others were just as concerned as he was, talking off after him and hoping that there was a silver lining, an explanation other than what they all knew happened to the other ship.

By the time the vulpine entered the launch bay, he was already staring face to face with Wolf and Slippy, both of their expressions confirmed what Fox's feared. No one spoke, even when Bill, Falco, and Krystal entered and pleaded to know the details.

"Please, Peppy is fine.. Right?" The vulpine asked, hoping that he was. It was beginning to be unbearable, first the painful silence and now their leader was in denial. Taking a deep breath, the amphibian spoke out the bad news.

"No... Peppy is gone." The silence returned and the others felt their hearts clench tightly from losing a fellow member. The Starfox leader shook a bit and dashed back into the corridor. The others watched as he ran off, seemingly to get away from the grief, though one felt his will snap.

Bill couldn't stand it any longer, just from seeing Fox run off was enough to cause him to break the restrictions he placed on himself. In a moment's noticed, the canine found himself going after him. And for once, glad that he was breaking his own barriers, and even more so relieved that the blue vixen didn't come along.

Though after some trial and error in going through random rooms to find his childhood friend, the canine couldn't help but reflect on what to do to comfort him. _'I don't know how to even start...'_

His intentions and actions were going to mean good, but if executed horribly, it could lead to a even more stress for the vulpine. The only simple way he could think of would be to give Fox a shoulder to cry on. A bit cliché, but it seems to work.

"Fox!" Bill called out his name, hoping he would respond to him. Frankly, he had no idea where he was heading. Even after the tour Krystal gave him, it was difficult navigating around the Great Fox. At this point, he wished he had someone follow after him to lead him in the right direction.

"Bill?" The canine turned his head to find that the avian was staring at him with a questionable look, mostly due to the fact that he was calling out Fox's name and sprinting.

"Sorry, where's Fox's room." Falco sighed as he pointed in the opposite direction of where he was heading and explained.

"Third door on your way down this hall." The canine bowed in gratitude to him and set off immediately to the direction of the vulpine's room. Stopping just at the third door, the canine began to straighten out his clothing and catching his breath. After a full minute of summoning up more courage from within, Bill raised his arm and prepared to knock on the door. At first his pounding was soft, but realizing that he needed more power behind it, decided to make sure that it could not be ignored.

"Fox, can I come in?" No verbal response came, other than the door sliding open and allowing the canine entry.

It took a moment for Bill to find the vulpine in the large bedroom, but not lacking in furnishing and other sentimental items. Though the room was neat and tidy, it was still difficult to find Fox. But of course he was in the obvious spot, being the bed with the covers pulled over his body. Bill walked over the mound under the sheets, kneeling down beside the bed and took another moment to think out his approach.

"Fox... " The sheets were pulled from his body, leaving the vulpine to be exposed to the air for the canine to see. Bill could only see the back end of him, sighing as he reached over and shook his body. "Fox, please talk to me."

"There's nothing to discuss, Peppy is dead..." His voice was full of dread and carried little confidence from what Fox was always known for.

The tone was affecting the canine, he had absolutely no idea how to cheer him up. In fact, he was acting on pure instinct and impulse. The first action was to get in the bed and hold the vulpine to his chest.

"Fox, we're all going to die." _'Yeah that really makes things better...' _Bill mentally scolded himself for ever uttering those words altogether in a sentence. But he soon found a way to fix his little mistake. "Death is certain, the timing is uncertain. We're all going to die, whether be from old age or from the battle. Even as a mercenary, you should understand that any day could be your last."

"Peppy was the closest thing I had to a father..." Bill began to caress his back, hoping that the gesture will help. "It's bad enough I lost my real father... Now Peppy..."

The canine felt another impulsive action come bubbling from his core, next he found himself fully embracing the vulpine, both resting their heads on the others' shoulder. "Fox, let me tell you something." Bill took a deep breath before explaining. "I worry every single waking day that either I or someone I care for will die in the heat of battle. It scares me beyond what you think, and it... It just gets me!"

He was being dangerously truthful but remaining vague as to avoid getting caught red-handed. Based on how Fox remained in his arms, he was still oblivious to his feelings. "And yet, despite that fear, I still fight for today. Ya wanna know why?"

"Why?" The canine pulled out of the embrace to give the vulpine a stern stare as he began to answer. Both shades of green locking into each other.

"Because being brave doesn't mean you're not scared, use fear as a means to do better. You don't want to die, then survive." Bill's natural speech instincts were beginning to surface, his normal demeanor returning as opposed to his fake calm façade. His speaking skills and motivation ideas being one of the many reasons he had gained control of the Husky and Bulldog units. "You don't want your friends to die, then make sure you do your best to protect them! And finally..."

Fox was left speechless, stuck in awe from how each word that rolled off Bill's tongue left him in amazement. "If someone does die, then you don't mope around when the war isn't over. You get back up and make sure their death was not in vain!"

A soft smile was beginning to form at the corner of his lips. "Thank you Bill... You always seem to know what to say." The canine finally released the vulpine and stepped off the bed, stretching his limbs and even coughing, the yelling making his throat a bit hoarse.

"It's easy to give the best advice to those you love." _'Shit! Why did I say that!?' _Bill began to panic from the little slip of his tongue, hoping now more than anything that his words would go through one ear and out the other.

"Alright, again, thanks Bill." Fox rose from the bed as well, making his way out the room and giving the canine a motion to follow. Both heading back to main hallway and gathering the rest of the Starfox members, as well as Wolf, to plan out their next action.

* * *

**Yeah, again. Sorry if things don't seem right. But either way, I hope you all enjoyed the chapter.**

**Death Count: 4**


	6. Chapter 6: Memory

**I wonder who I'll kill off next... Hmmm... Oh wait I'm typing my thoughts...? Fuck, uh... Ignore what I just said!**

**Death Count: 4**

**Disclaimer: I should be arrested for I plan to steal the rights to Starfox, oh no not for me, I'm giving it to someone for Christmas... Crap, I ruined the surprise!**

* * *

"Hmmm..." The lupine muttered as he read through the message sent from the scientist. _'Not even a way to delay the death, maybe I should have kept Leon so they could have more test subjects...' _He sighed as he remembered that he had to carry out the deed, Leon was the closest friend he had, he deserved at least one wish.

"Wolf, what are you thinking about?" The lupine was able to distinguish the voice very easily, it was none other than the amphibian.

"Huh, oh... Just something..." Slippy looked at him with curious eyes. Before he knew it, the Star Wolf leader was explaining himself. "Before I got here, I offered the CDF some funding in return to experiment on Panther and Leon to hopefully find a cure."

He stared off to the side and noticed that no one else was within earshot of their conversation. Feeling alright with the privacy, Wolf continued on. "They just sent me a message stating that nothing can even delay the death caused by that coma inducing Aparoids."

"Whatever it is, it must be targeting the immune system, making it so that the body will be more vulnerable to the virus." The frog elaborated on the idea causing a thought to cross the lupine's mind. _'Is he finally tough enough to shrug off the dying all around him...?' _He hadn't realized it, but while he was thinking the question over in his head, Slippy continued to theorize what the science behind the virus. He only caught bits and pieces of the actual theory, all of which was useless without the context. "But with two test subjects, it's very likely that the Cornerian Denfense Force scientist can figure out it faster than my assumptions."

"Actually, they only have one test subject." The amphibian was confused for a moment, Wolf had just told him that both Leon and Panther were being tested on, and yet he was correcting him that it was only one now.

"What happened to one of them?" Wolf bit his lip as he heard the question he was dreading to answer.

"Leon... I gave the insane bastard his dying wish." The frog wondered what that meant, but felt that it was best that he leave it at that. As if on cue, their leader entered with their guest in tow. Fox immediately taking a seat at his chair, Bill standing off to the side waiting for the announcement.

"Looks like everyone's here, alright, we need to think out our next approach." Though he was in better shape than earlier, he had no idea on what to do at the moment. He was drawing a blank on tactics at the moment.

"If I may advise, we could separate the team for different objectives." The blue vixen added in her thoughts. Which was quickly questioned by the avian.

"What will that do? We still don't know what we're going to do." The whole room was silent for a moment, a couple minutes before someone managed to find their voice.

"Maybe one group can head over to the CDF and the other half could go to..." Slippy wondered for a moment before thinking about what he had just brought up. "Dad was working on a a Warp Gate to head into the Aparoid Home World, as well as a way to destroy the queen, I'm sure he'll have notes left over."

"As for the other half of our Squadron, we can brief General Pepper about it and get ready for a full scale assault." Bill elaborated to the plan. "Besides, I haven't gotten around to letting Pepper know the situation on his decisions."

Fox smiled as he began to string the ideas into one large plan. "It's settled then, we'll split into two groups, one to continue and assist on the late Beltino Toad's project against the Aparoids, while the other heads to Corneria and arms themselves for the Assault."

"I'll have to be on the first group... Who better to finish my Dad's work but his own son?" The amphibian volunteered for the role, though it wasn't as if they would have given him a different role. "But judging by how those... Pests are getting serious, I need some of our best to guard me." It didn't take much thought for Fox to pick his backup.

"Falco, you and Wolf will watch Slippy's back." He sighed as he heard both were complaining about the team up.

"You want me to fly alongside him!?"

"I don't feel so honored too, bird brain." Krystal rolled her eyes as the arguing continued on. Everyone being caught in the crossfires of their dispute. "Besides, my Wolfen is badly damaged, my weapons are offline."

A valid reason that worked in his favor, but surprisingly didn't help his case. "Then what's your use to any role if you can't fight back?" The vulpine added, indirectly calling Wolf useless at the moment. "I'm sure the CDF will be glad to fix up your ship, so just do your job."

Growling lowly to himself, the lupine said no more words and accepted the job.

"It's already obvious, but the rest of us will be heading to Corneria." Bill thought for a moment. _'That means Fox is going with me and Krystal...' _He shook his head as he snuck a peek at the vixen. _'Dammit, it shouldn't even bother me. Why should I care about her tagging along?'_

After getting lost in his thoughts, the canine didn't that the lupine, amphibian, and avian took their leave. Realizing that his group was traveling to Corneria in the Great Fox, leaving the three to have plenty of time during the travel. After several minutes of silence, Bill manage to break the still air with a loud yawn.

"Are you tired Bill, if you want, I can lead you to one of our guest rooms." The vulpine asked, concerned for his old friend's health. _'Now that ya mention it, it's been a while since I last slept.'_

"Thanks, lead the way." Bill gave him a grateful smile, glad that he was going to put today's worries to rest, although physically speaking of course. After going through a few corridors, which Bill was sure he would get lost in yet again, Fox stopped before a door and opened it for the other.

"Here it is, hope you get some good rest." Bill couldn't help but laugh lightly at his concern.

"Heh, thanks." After entering the room and hearing the door slide back into place, the canine kicked off his boots, removed his jacket, and leaped into the bed. Feeling himself sink into the mattress and already feeling his eyelids refuse to stay open. Sleep was hitting like truck, he was sure that he desperately needed a good seven hours.

* * *

"Fox, where are you?!" _'Huh... oh, must be dreaming.' _The canine felt a bit puzzled when he opened his eyes to sound of his own adolescent voice, only to have a beautiful forest scenery before him. After a moment of wandering, Bill began to feel nostalgia fill him. It was the first time he and Fox ever set foot into the wild together.

"Wonder where I'm at... " It was obvious that he was currently dreaming, but from what he heard moments before, he was only observing the memory and not experiencing it. His ears perked up at the faint cries for his friend, trekking the terrain in search for either his young self or the vulpine.

While traversing through the wild woods, his sense began to pick up on the scenery. "If this is a dream, it feels way too vivid and incredible..." Bill's skepticism was beginning to sow worry in himself. He was trying to recall what had happened on this trip, but all the important details were being left out. And yet here were all the scents, the sounds, even the crunch of fallen twigs under his feet.

"Fox! Where are you!?" The cries seemed to get louder, as well as become more strained. If any, his younger representation was beginning to panic. The sense was beginning to travel through time as Bill felt that he needed to find himself quickly.

"... But could I do anything even if I found him?" The canine questioned as he stopped in his tracks, surveying the area. Bill scratched the back of his ear as he listened in to the surroundings, picking up faint sobs in the distance. Dashing out in that direction, Bill began to vaguely remember the subtext to this memory.

Aside from being their first time in the wild, Fox had been the one to bring up the idea. He could remember that he was hesitant to accept the invitation, but went along anyway. Things only went downhill after getting separated, the young vulpine wanting to test his hiking skills and leaving the other in the dust.

"There I am..." The canine panted heavily, as he was catching his breath, the younger version was currently struggling for his through the tears. When his breathing was brought back to a moderate pace, the canine stared at his younger self, the pup standing with his paws wiping away at his sorrow. _'Man was I pathetic as a kid...' _

Without giving it much thought, Bill approached his younger self and gave him a hard shove in the right direction. "Come on, you can't just give up and cry, never quit no matter what."

Though the boy version broke out into a sprint, the canine couldn't tell if it was part of the memory or if his words altered it. But none of that mattered to him at the moment, he was just glad to have gotten his younger self out of the sad state. He was a bit curious, he would admit that. After casually walking through the trees, Bill managed to find the pup in the arms.

"I'm sorry, Bill. I didn't mean to get out of hand and leave you..." The canine could hear Fox apologizing, only to hear a round of laughter coming from his own child self.

"I actually need to thank you, I need to toughen up, so I can keep up with you." Bill shook his head as he walked away from the scene, smiling and yet scolding himself for forgetting one of the most important turning points in his life. _'And I call myself a soldier when I would have cried from the thought of being alone.' _

Finding that he wasn't waking up anytime soon, the canine decided to enjoy the scenery. All while he heard the joyous laughter accompanying the ambience of nature.

* * *

**Death Count: Still Four for some apparent reason. I blame my good mood.**

**I don't know why I pictured Bill crying from being lost... Eh, I'll just put that into the list of weird Headcanons I have. Anyways, hope you guys enjoyed the chapter.**


	7. Chapter 7: Size Matter

**Forgive me for the wait. I should just end this note to just get to the story, no more waitin-**

**Death Count: 4**

**Dislaimer: I misspelled Disclaimer as a hat tip to an old joke I did with it... Not that it matters...**

* * *

The vulpine lolled his head back in his chair, he wanted to get over some more painful moments before going on with the mission. That way nothing else would be on his conscious when the need for battle arrived. He needed to alert Peppy's daughter of his untimely death, he already knew what to expect seeing as he had to do the same for Slippy with Beltino, but something disturbed him about this. Beltino is as good as dead, but from what Wolf said, it would be a peaceful death. Peppy however suffered a warrior's end, fighting for his team as well as sacrificing himself for the life of a teammate. Slippy was able to cope with his father's death, knowing it would be a painless death. Fox could already expect the sorrow that would befall Lucy from the news, he already knew what it's like to lose a father on the battlefield.

"ROB, have you managed to patch through to Lucy yet?" Fox stared off to the side to the machine. After a few moments the young Hare's image appeared on-screen.

"Hello Fox, why are you calling me, aren't you supposed to be fighting against the Aparoids?"

"Well, at the moment we're more of preparing to end this invasion." The vulpine felt his heart sink low as he felt the words approaching. The horrible news of Peppy's end would soon surface. "But the reason I called for you is... To let you know that your father..."

In an instant, the young Hare began realizing what the sentence would end with. "Papa's..." Her voice trailed off, if she would try to speak now the words would only get choked out by her tears.

"He gave up his life to save Slippy, we're all... Mortified, but I assure you, I won't let allow the Aparoids to go unpunished." Fox declared more to himself than to explain to Lucy. His following speech being more of a self-motivational speech. "I promise you, this invasion will end, and I won't allow any others to die."

After having his small moment, the vulpine couldn't help but notice that Lucy kept only a sadden look, by now he expected a flood of tears. Perhaps she was tougher than he had thought. "Lucy, will you be alright?" Fox needed to make sure that the rabbit would be fine in order to ease his conscious. On the screen, the image of Lucy gave a shaky nod of affirmation.

"I always knew that with each battle, papa might not come back... I always prepared myself each time he left to fight." With that said, the young Hare decided to cut the transmission and left the vulpine alone. _'That wasn't bad at all...'_

* * *

Since their arrival at Cornerian Defence Force base, the Amphibian cloistered himself in his father's lab. Others shared that the young Toad would only leave for either research materails or snacks. Slippy dedicated more than enough of his time into his father's research, wishing to ensure that he could finish what Beltino started and be rid of the pests forever. Fellow scientists admired the effort he was putting in, yet few others saw it more as a negative on his health.

Amongst those few was Wolf. The lupine, while waiting on his Wolfen's repair, took it as his duty to guard Slippy in case of another attack to set back their invasion of the Aparoid Home World. The Star Wolf leader sat himself against the wall opposite to the lab, although he found it to be incredibly boring, he knew that someone needed to stay on ground. With his ship being put under repair, Wolf was the candidate for bodyguard leaving Falco with air patrol.

To help make the waiting game bearable, the lupine counted every time the Amphibian left the room. Though eventually they became so few in numbers that he switched it to counting how many people passed by. Even adding on to the game by counting the footsteps as well. Needless to say, Wolf wanted something to do other than play security guard.

The lupine rose from his seated position, his limbs felt stiff from being in the seated position for too long. After rolling his shoulders and popping a few vertebrae, Wolf decided to head into the lab to see Slippy's progress for himself.

Upon entering the room, the sound of furious typing caught the mercenary off guard. It sounded almost as if there was no pause during the whole symphony of clicking. After focusing on the lab and putting the typing aside, the lupine noticed that many pieces of paper lie scattered across the floor. The whole lab appeared as a mess, the unorganized fashion put worry into the mercenary.

"Slippy, I think you should take a break." Wolf spoke out his mind, after seeing the conditions that the Amphibian put himself in, he couldn't bear to see it go on any longer, at least not continuously.

"I'll take a break after I finish with this program." The young Toad replied, never-ceasing in his work as he replied. Wolf crossed his arms as he realized that Slippy would be hell-bent on finishing his work.

"Fine, but mind telling me what it is that you're actually doing?" The lupine asked, frankly, he did not want to his quiet and boring post as a guard. At least with a small conversation he could understand some things and pass the time.

"Creating a Self-Destruct Program, after looking through pop's notes, Aparoid cells seem to have the capability to combust at will." Upon mention of the self-destructs, Wolf thought back to the source of all the comas. Each one was much like a Kamikaze, given that explanation and connection, the program seemed like a plausible solution.

"So we use it to make all those pests explode?" At this point, Wolf asked questions only to prolong his boredom rather than curiosity and understanding. The typing finally ceased, which startled the lupine at first. The amphibian turned in the chair to face his bodyguard.

"Yes and no, it'll be too tedious to use it on the Aparoids one at a time, which is the purpose for the assault on the Home World." Slippy's eyes seemed to droop a bit, possibly from exhaustion. "Shoving the program in the Queen will have all her creations follow in her wake, thus ending the invasion and their existence."

"Huh, that simple... Let's hope she welcomes us with her door unlocked." The Star Wolf leader joked, hoping it would lighten the amphibian's mood. A small chuckle did escape Slippy's mouth, which relieved the lupine, but it sounded a bit forced.

* * *

Much later on Corneria, the remaining members of Starfox began to gather their supplies to prep for the assault. Though only Bill and Fox left the Great Fox while Krystal supervised the ships being upgraded.

The canine walked along his friend, each surveying the weapons spread out before them in neat rows.

"I get why our ships need to be in top conditions, but are we really going to need this many blasters?" Bill asked as he watched Fox fiddle around with some the stronger rifles. The vulpine looked over for a moment, casting a knowing look at the canine.

"When the fate of the galaxy, as well as other worlds depends on one mission to be successful, there's no such thing as being over-prepared." The vulpine reasoned with him. Bill couldn't help but feel the pressure weigh down on him, error seemed to not be a choice in this mission.

"Then I should really get weapons I know I can make use of." The green-eyed canine replied as he ventured among the rows of weapons. Searching far and wide for the SMGs.

"That's actually a smart idea." Fox smiled as he kept the idea in mind as he picked out his arsenal.

"It's not the size or the power, but what you do with it." Bill replied as he found his weapons of choice, small dual SMGs that packed a lot of ammunition and easy to maintain. The canine approached his friend with weapons in hand and standing confident in his small weapons.

"Isn't that saying what men say for when they have a small...?" The vulpine trailed off, his sentence remaining unfinished. Unfinished but not cryptic, a blush spread across the canine's face as he realized what he meant. He hadn't even heard of that saying used as a innuendo.

"Whatever, we're taking about guns, not..." Bill couldn't bear to even say the word in the presence of his childhood friend. There were many things the two discussed together, this however was not one of those topics. It unnerved the canine, pushed him over his comfort zone and left a physical mark of that discomfort in the form of a flushed face. He sighed in frustration and turned away from Fox. "Can we just change the subject?"

The vulpine chuckled a bit as he shook his head. "I thought the conversation was good as is, helped ease my mind from thinking too much of the fate of the world." Fox replied as he took a rifle off the its rack. Bill agreed that it did help lighten the pressure, but he would rather save the entire star system first before having a conversation with his crush about the 'size matters' topic.

"Doesn't mean we can't talk about something else." Bill stared at his friend with a deadpan expression, hoping that he would agree to it and switch to a more average conversation. The young vulpine thought for a moment, soon asking a question while taking a standard machine gun and inspecting it.

"Alright, so Bill, has any girl caught your eye yet?" _'Dammit! Of all the things, he chose to ask that!?' _The canine cursed his luck as he tried to maintain his composure. The blush returned to his face as he attempted to formulate a proper response.

"None, at least not yet." He responded, adding the last bit as to keep his true infatuation hidden a little while longer.

"Hmmm, would have figured yes, you did say earlier that there was someone who's safety you worry for." _'Shit! Wait... Maybe I can still get out of this...'_

The canine turned away from his friend and began to idly walked through the aisles of weapons. An impulsive thought crossed his mind that told him to come clean, yet he stilled had the Devil's Advocate on his shoulder saying otherwise.

"Fox... Are you sure we'll be able to come back from our mission?" Bill began, which confused the vulpine. The question seemed to pop out of nowhere and showed nothing relating to what they were just talking about.

"Hopefully we all make it back in one piece... But there is a chance that our lives will be the cost to saving the galaxy." The canine felt shivers course through his body at the thought of dying for peace. A noble way to go, but he would still have regret haunting his soul. "Why are you bringing this up all of a sudden?"

The canine turned to face his friend, running a hand through his head-fur and sighing deeply. "Incase we don't come back... There's something I want you to know, Fox." The canine approached the vulpine, placing a hand on his shoulder and head hanging low, avoiding eye contact and keeping his gaze set on the floor.

"... I love you."

* * *

**Death Count: 5 (why five? The fifth one was for my heart, it got shot writing this last moment. RIP My Heart)**

**Anyways, hope the chapter was worth the wait, so sorry for it. Hope you enjoyed!**


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